Misère de la corporate governance

French business law has been deeply influenced by the theory of ?Corporate Governance? since the middle of the Nineties. Among others, Marc Viénot and Daniel Bouton?s reports supported innovations, such as principles of transparency and of compliance, and institutions acting as independent administrators. Guidelines and codes of governance are now implemented by most listed companies. The Parliament passed several acts which oblige such companies to comply with corporate governance standards : Law on new economic regulation, financial security law, etc. Last but not least, the French subsidiaries of American publicly listed companies have to comply with the provisions of the Sarbanes Oxley Act providing for a ?whistleblowing? procedure. All in all, corporate governance is the main inspiration of the French business law since the beginning of the century. Ten years after, does corporate governance work ? Has economic regulation improved ? Are companies managers under tighter control ? Did scandals and financial crisis disappear ? The answer is clearly negative. If we consider business life from a microeconomic point of view, in spite of all legal and voluntary provisions implemented by companies in accordance with corporate governance theory, such cases as Refco in the US or Société Générale in France are obvious examples of internal control failures. Corporate governance mechanisms do not provide managerial transparency nor financial security. From a macroeconomic point of view, they did not prevent the banks from taking foolish risks in giving estate credit to obviously insolvent borrowers. Beyond economic inefficiency, corporate governance rules weaken the business law because they are narrowly focused on the principal agent relationship and ignore the non financial scope of the firm. In this paper, we argue that some of the most important corporate governance mechanisms (such as independent administrator, managerial incentives, whistleblowing) do not fit with major principles and equilibria of French law. We suggest that we should get over with so poor a model as is provided by the principal agent theory, and instead consider the firm as a complex socio-economic cell.